Daniel N. Leib: Thank you, Michael. And good morning, everyone. We finished 2025 by delivering strong fourth quarter results, highlighted by 10.4% consolidated net sales growth, year-over-year growth in adjusted EBITDA, and strong adjusted EBITDA margin. Double-digit growth in both our software solutions and event-driven transactional offerings were key components of our strong top- and bottom-line performance. In addition, given our stock trading levels, strong balance sheet, and perspective on long-term v ...

Financial Data and Key Metrics Changes - The company achieved a consolidated net sales growth of 10.4% year-over-year in Q4 2025, with Adjusted EBITDA increasing by $14.1 million or approximately 44% year-over-year, resulting in an Adjusted EBITDA margin of 26.6%, up 630 basis points from the previous year [4][5][26] - For the full year 2025, consolidated Adjusted EBITDA reached $239.8 million, a 10.4% increase year-over-year, with an Adjusted EBITDA margin of 31.3%, up 350 basis points from 2024 [6][19] Business Line Data and Key Metrics Changes - Software solutions net sales grew by 8.7% year-over-year to $358.4 million, representing approximately 47% of total net sales for 2025 [9][19] - The capital market software solutions segment saw net sales of $60 million, a 20% increase year-over-year, driven by strong growth in Venue and Active Disclosure, both up approximately 20% [27] - The investment company's software solution segment reported net sales of $30.9 million, a decrease of 2.2% year-over-year, attributed to tough comparisons from a strong Q4 2024 [32] Market Data and Key Metrics Changes - The company recorded $48.6 million in transactional revenue in Q4 2025, a 29% increase year-over-year, benefiting from a recovery in deal completions following a government shutdown [30] - The company maintained a high market share for large IPOs, capturing 65% of IPOs that raised over $100 million in Q4 2025 [60] Company Strategy and Development Direction - The company is transitioning to chapter three of its transformation, focusing on sustained growth and increasing the mix of predictable revenue from recurring offerings [19][20] - The introduction of new products like ArcFlex and enhancements in AI capabilities are aimed at capturing additional market demand and improving operational efficiency [15][16][18] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the ongoing momentum in capital markets and expects to capture an uptick in deal activity in 2026, despite a continued decline in print and distribution sales [20][38] - The company does not anticipate major SEC rule changes for 2026 but is well-positioned to capture demand from future regulations [22] Other Important Information - The company repurchased approximately 3.6 million shares in 2025, representing about 12% of outstanding shares, at an average price of $48.36 per share [4][36] - Free cash flow for Q4 was $47.9 million, with a full-year total of $107.8 million, reflecting improved operational performance [35] Q&A Session Summary Question: How much of the outperformance in Q4 was volume versus price? - Management indicated that the outperformance was predominantly driven by volume, particularly in capital markets transactional revenue, with a modest contribution from price [48] Question: Can you provide more color on the drivers behind the strong margins? - Management attributed the strong margins to a favorable sales mix, cost structure improvements, and operating leverage from increased sales, with long-term guidance for margins above 30% [50] Question: How does the potential opportunity in capital allocation look given recent valuation multiples? - Management noted that while valuations have contracted, there may be interesting opportunities as companies seek liquidity, and they continue to monitor the situation [52] Question: Can you discuss the relative TAM for ArcFlex compared to ArcSuite? - Management confirmed that ArcFlex can be sold as a standalone product, with significant interest in the market for alternative investment solutions [56] Question: What is the outlook for IPO activity and DFIN's share in traditional IPOs? - Management highlighted a strong share in larger IPOs, with a 70% share of offerings greater than $1 billion in 2025, indicating readiness to support complex deals [61]

Donnelley Financial Solutions (NYSE:DFIN) Q4 2025 Earnings call February 17, 2026 09:00 AM ET Speaker5I would now like to turn the conference over to Mike Zhao, Head of Investor Relations. Please go ahead.Speaker4Thank you. Good morning, everyone, and thank you for joining Donnelley Financial Solutions' fourth quarter and full year 2025 results conference call. This morning, we released our earnings report, including a set of supplemental trending schedules of historical results, copies of which can be foun ...

Summary of Donnelley Financial Solutions (NYSE:DFIN) FY Conference Call Company Overview - Donnelley Financial Solutions specializes in helping clients comply with SEC regulations, serving public corporations, pre-IPO corporations, mutual funds, ETFs, and regulated insurance companies [2][4] - The company has transitioned to a business model where nearly 50% of its revenue comes from software solutions, with the remainder from tech-enabled services [2][7] Core Business Segments Compliance and Transactions - The business is divided into compliance (e.g., 10-Ks, 10-Qs, proxy statements) and transactions, with compliance now accounting for 75% of revenue [4][5] - Event-driven revenue is approximately 25% of the overall business, indicating a strong recurring revenue base [4] Software Products - Key software products include: - **ActiveDisclosure**: Focused on corporate compliance - **Venue**: A data room solution for completing deals - **ArcSuite**: Targeted at mutual funds and ETFs for financial reporting [4][5] Tech-Enabled Services - This segment involves providing traditional services where the company prepares compliance and transactional documents for clients, which remains a competitive advantage [9][10] Print and Distribution - Print services now account for about 15% of total revenue, down from 40% in 2016, with gross margins improving from low 20% to mid-40% [12][13] Market Dynamics and Growth Opportunities - The company aims to derive 60% of total sales from software solutions by 2028, with ongoing market share growth and price increases as key strategies [7][8] - The capital markets activity is expected to rebound, potentially increasing revenue by over $100 million, with incremental margins projected at 50%-60% [16][17] Regulatory Changes - Recent regulations, such as the Tailored Shareholder Reports, have positively impacted revenue, with ongoing opportunities from new SEC regulations [20][21] Artificial Intelligence Integration - The company is leveraging AI to enhance product offerings and internal operations, with a balanced approach to opportunities and risks [23][24] - AI initiatives include the Active Intelligence tool for benchmarking and document management [24] Margin Improvement - EBITDA margins have increased from mid-teens to nearly 30%, with a long-term goal of exceeding 30% [28][29] - Factors contributing to margin improvement include a shift towards software, disciplined cost management, and pricing strategies [30][32] Capital Allocation Strategy - The company maintains a balanced approach to capital allocation, focusing on organic investments while remaining open to M&A opportunities that align with strategic goals [33][34] Future Outlook - Excitement surrounds the transition to sustained growth, with a focus on expanding capabilities and addressing new market opportunities, particularly in private markets [36][38] - The company is well-positioned to benefit from larger clients and regulatory changes, enhancing its value proposition [45][46] Key Takeaways - Donnelley Financial Solutions is transitioning towards a software-centric business model, with significant growth potential in compliance and capital markets - The integration of AI and a disciplined approach to cost management are expected to drive future profitability - The company is strategically positioned to capitalize on regulatory changes and market dynamics, with a focus on sustainable growth and client relationships

Financial Data and Key Metrics Changes - The company reported total net sales of $175.3 million for Q3 2025, a decrease of $4.2 million or 2.3% from Q3 2024 [17] - Adjusted EBITDA was $49.5 million, an increase of $6.3 million or 14.6% from the previous year, with an adjusted EBITDA margin of 28.2%, up approximately 410 basis points [21] - Free cash flow for the quarter was $59.2 million, $8.1 million lower than Q3 2024, primarily due to unfavorable working capital and a one-time cash contribution related to the pension plan settlement [31] Business Line Data and Key Metrics Changes - Software solutions net sales grew by 10.3% year-over-year, accounting for approximately 52% of total sales in the quarter [5][17] - ActiveDisclosure, a recurring compliance software product, saw sales growth of approximately 26%, marking the third consecutive quarter of double-digit growth [7][22] - Venue's sales increased by approximately 3% year-over-year, benefiting from stable demand across public and private companies [9][23] Market Data and Key Metrics Changes - Capital markets transactional revenue was recorded at $41.8 million, down $3.5 million from last year's Q3, despite a 25% year-over-year increase in U.S. IPO activity [25][26] - Compliance revenue decreased by $2.8 million or 15.4% compared to Q3 2024, driven by lower volume of compliance work [26] Company Strategy and Development Direction - The company is focused on transforming into a software-centric business, aiming to derive approximately 60% of total sales from software solutions by 2028 [6] - Continued investments in modernization and innovation of software products are expected to drive future growth [11] - The company is preparing its 2026 operating plan and extending its long-range plan through 2030, with an emphasis on growing the software solutions portfolio [37] Management's Comments on Operating Environment and Future Outlook - The ongoing U.S. government shutdown has impacted capital markets deal activity, delaying many transactions [12][13] - Despite the shutdown, the company remains well-positioned to capture latent demand when market activity normalizes [14][37] - The company expects Q4 2025 consolidated net sales in the range of $150 million to $160 million, reflecting a slight reduction compared to the previous year [33] Other Important Information - The company completed the termination of its primary defined benefit pension plan, resulting in a non-cash pre-tax settlement charge of $82.8 million [15][16] - The company repurchased approximately 659,000 shares of common stock during Q3 for $35.5 million [32] Q&A Session Summary Question: Impact of government shutdown on Q4 margins - Management indicated that the lower transactional revenue would negatively impact margins, but a recovery from healthcare expenses would help offset this [42][43] Question: SEC reporting frequency changes - Management is monitoring developments regarding the proposal to reduce reporting frequency and believes their subscription model provides insulation from potential impacts [50][52] Question: Resurgence of SPAC IPOs and DFIN's participation - Management noted a decline in market share due to the nature of recent SPAC deals but emphasized participation in quality deals [55][56] Question: Venue performance and timing of M&A deals - Management expressed optimism about Venue's performance and indicated that while the government shutdown has delayed some M&A deals, underlying activity remains strong [62][64] Question: Capital allocation strategy - Management reiterated that maintaining financial flexibility and being opportunistic with share repurchases are top priorities [76]

Financial Data and Key Metrics Changes - The company reported total net sales of $175.3 million for Q3 2025, a decrease of $4.2 million or 2.3% from Q3 2024 [17] - Adjusted EBITDA was $49.5 million, an increase of $6.3 million or 14.6% from the previous year, with an adjusted EBITDA margin of 28.2%, up approximately 410 basis points from Q3 2024 [21] - Free cash flow for the quarter was $59.2 million, $8.1 million lower than Q3 2024, primarily due to unfavorable working capital and a one-time cash contribution related to the pension plan settlement [31] Business Line Data and Key Metrics Changes - Software solutions net sales grew by 10.3% year-over-year, accounting for approximately 52% of total sales in the quarter [5][17] - ActiveDisclosure saw a significant sales growth of approximately 26%, while ArcSuite's growth was more modest at around 10% due to overlapping benefits from previous regulatory changes [7][9] - Venue's sales increased by approximately 3% compared to the same quarter last year, benefiting from stable demand across public and private companies [9][10] Market Data and Key Metrics Changes - The capital markets transactional revenue was reported at $41.8 million, down $3.5 million from Q3 2024, primarily due to lower foreign issuer transaction volumes [25][26] - The company experienced a 25% year-over-year increase in U.S. IPO activity, although this was offset by a soft market for foreign issuance transactions [25][26] - The ongoing government shutdown has impacted capital markets deal activity, delaying many planned transactions [12][13] Company Strategy and Development Direction - The company is focused on transforming into a software-centric business, aiming to derive approximately 60% of total sales from software solutions by 2028 [6] - Continued investments in modernization and innovation of software products are expected to drive future growth [11] - The company is preparing its 2026 operating plan and extending its long-range plan through 2030, with an emphasis on growing software solutions and operational transformation [37] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to perform well despite the uncertainty caused by the government shutdown, highlighting strong client relationships and market leadership [14][37] - The outlook for Q4 2025 includes expected consolidated net sales in the range of $150 million to $160 million, reflecting a slight reduction compared to the previous year [33] - Management anticipates that the government shutdown will lead to a temporary softening in capital markets transactional revenue, with expectations for recovery once operations resume [34][36] Other Important Information - The company completed the termination of its primary defined benefit pension plan, resulting in a non-cash pre-tax settlement charge of $82.8 million [15][16] - The company repurchased approximately 659,000 shares of common stock during Q3 for $35.5 million, with $114.5 million remaining on its current stock repurchase authorization [32] Q&A Session Summary Question: Impact of government shutdown on Q4 margins - Management indicated that the lower transactional revenue would negatively impact margins, but a healthcare recovery would help offset this [42][43] Question: SEC reporting frequency changes - Management is monitoring developments regarding potential changes to SEC reporting frequency and believes their subscription model provides insulation from most impacts [50][52] Question: Resurgence of SPAC IPOs - Management noted a decline in share of SPAC deals due to increased competition and a focus on quality deals [55][56] Question: Venue performance and timing of M&A deals - Management expressed optimism about Venue's performance and indicated that while the government shutdown has delayed some M&A deals, underlying activity remains strong [62][64] Question: Capital allocation priorities - Management reiterated that maintaining financial flexibility and being opportunistic with share repurchases are top priorities [76]

Financial Data and Key Metrics Changes - Total net sales for Q3 2025 were $175.3 million, a decrease of $4.2 million or 2.3% from Q3 2024 [16] - Adjusted EBITDA was $49.5 million, an increase of $6.3 million or 14.6% from Q3 2024, with an adjusted EBITDA margin of 28.2%, up approximately 410 basis points from the previous year [19] - Free cash flow in the quarter was $59.2 million, $8.1 million lower than Q3 2024, primarily due to unfavorable working capital and a one-time cash contribution related to the pension plan settlement [29] Business Line Data and Key Metrics Changes - Software solutions net sales grew by 10.3% year-over-year, accounting for approximately 52% of total sales in the quarter [5][16] - Capital markets software solution segment net sales were $59 million, an increase of $5.7 million or 10.7% from the previous year, driven by ActiveDisclosure, which saw a 26% sales growth [20][21] - Net sales in the capital markets compliance and communications management segment decreased by $6.3 million or 9.9% from Q3 2024, primarily due to lower transactional revenue [22] Market Data and Key Metrics Changes - Event-driven transactional revenue declined by $4.4 million year-over-year, primarily due to lower volume for foreign issuer transactions on U.S. exchanges, partially offset by stronger U.S. IPO volume [17][23] - The government shutdown has impacted capital markets deal activity, delaying many planned transactions [12][13] Company Strategy and Development Direction - The company continues to focus on transforming into a software-centric business, aiming to derive approximately 60% of total sales from software solutions by 2028 [5] - The launch of new products like Venue and ArcFlex is part of the strategy to modernize and expand offerings in the marketplace [10][11] - The company is preparing its 2026 operating plan and extending its long-range plan through 2030, focusing on growing its software solutions portfolio and operational transformation [35] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to capture latent demand once market activity normalizes post-government shutdown [13][35] - The outlook for Q4 2025 anticipates consolidated net sales in the range of $150 million to $160 million, reflecting a reduction compared to the previous year due to lower print and distribution sales [31] - The company expects capital markets transactional revenue to be temporarily soft due to the government shutdown, estimating net sales in this segment to be between $30 million to $40 million [32] Other Important Information - The company completed the termination of its primary defined benefit pension plan, resulting in a non-cash pre-tax settlement charge of $82.8 million [14][15] - The company repurchased approximately 659,000 shares of common stock during Q3 for $35.5 million, with $114.5 million remaining on its current stock repurchase authorization [30] Q&A Session Summary Question: Impact of government shutdown on Q4 margins - Management indicated that the margin impact of lower transactional revenue has been contemplated in their guidance, expecting a 300 basis point increase in margins compared to last year [38][39] Question: SEC reporting frequency changes - The company is monitoring developments related to the proposal to reduce corporate reporting frequency, noting that most of its 10-Qs are on ActiveDisclosure, which operates as a subscription business [46][47] Question: Resurgence of SPAC IPOs and DFIN's participation - Management acknowledged a decline in market share in SPAC deals due to increased competition and the nature of the deals, but emphasized participation in quality SPAC and D-SPAC deals [49][50] Question: Venue performance and product impact - Management noted that the growth in Venue is primarily driven by sales execution, with expectations for more significant impacts from the new product in future quarters [60][62] Question: Capital allocation strategy - The company maintains a focus on financial flexibility, prioritizing strategic transformation and being opportunistic with share repurchases while considering organic and inorganic investments [64]

Financial Data and Key Metrics Changes - The company reported total net sales of $218.1 million for Q2 2025, a decrease of $24.6 million or 10.1% from Q2 2024 [12] - Adjusted EBITDA was $76.3 million, a decrease of $10.9 million or 12.5% from the previous year, with an adjusted EBITDA margin of 35%, down approximately 90 basis points from Q2 2024 [15][19] - Free cash flow for the quarter was $51.7 million, an increase of $14.9 million compared to Q2 2024 [23] Business Line Data and Key Metrics Changes - Software Solutions net sales grew approximately 8% year over year, with recurring compliance software offerings growing about 15% [5][12] - Capital Markets Software Solutions segment net sales were $59.1 million, an increase of 3.1% year over year, driven by Active Disclosure [16] - Capital Markets Compliance and Communications Management segment net sales decreased by 17.8% to $93.5 million, primarily due to lower transactional revenue [17] Market Data and Key Metrics Changes - The company experienced a decline in capital markets transactional revenue, which was at the lowest level in its history, with $34.8 million recorded in Q2 [17][18] - The overall transactional activity in Q2 remained well below historical norms, with IPO transactions and large public company M&A deals below last year's levels [18] - The IPO market showed signs of recovery with a total of 14 IPOs greater than $100 million in Q2, but the overall number of IPOs in the first half of 2025 decreased by 14% compared to the same period in 2024 [36][37] Company Strategy and Development Direction - The company is focused on transforming into a leading provider of compliance and regulatory solutions, predominantly through software and services [11] - The strategy includes a shift towards recurring software offerings and improving operational efficiencies while managing costs [11][28] - The company remains committed to its five-year plan updated in February, aiming for a sustainable business model despite ongoing market challenges [11] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about improving market conditions and a positive trajectory in the second quarter, despite a prolonged downturn in capital markets transactional activity [6][28] - The company anticipates Q3 consolidated net sales in the range of $165 million to $175 million, reflecting a cautious outlook due to lower print and distribution sales [25] - Management highlighted the importance of maintaining a strong balance sheet and robust free cash flow to support long-term value creation [28] Other Important Information - The company repurchased approximately 787,000 shares for $34.3 million during Q2, with a new share repurchase program authorized for up to $150 million [24][25] - Non-GAAP unallocated corporate expenses were $9.7 million, reflecting higher investments in transformation and healthcare expenses [23] Q&A Session Summary Question: Can you provide more detail on the assumptions behind the Q3 guidance? - Management indicated that the guidance for transactional sales in Q3 reflects a cautious optimism based on recent market activity, with a range of $35 million to $40 million [33][34] Question: What is the outlook for the capital markets given the improving pipeline? - Management acknowledged the improving pipeline but emphasized the uncertainty in timing and the need for a conservative outlook [57][58] Question: How does the company view share repurchases moving forward? - Management reiterated that share repurchases are a key component of capital allocation, with a strategy to be more aggressive at lower stock prices [60][62] Question: Any updates on the pension plan annuitization process? - Management confirmed that the annuitization process is underway and expected to occur in Q3, with further updates to be provided [64]

Company Overview - DFIN is a leader in assisting companies with regulatory reporting requirements, holding the 1 SEC Filing Agent position for both corporations and fund companies[10] - DFIN's portfolio includes market-leading software solutions like ArcSuite, ActiveDisclosure and Venue, with ~80% of the top 50 global fund complexes as clients[10] - DFIN's offerings are essential for recurring regulatory compliance needs and capital markets transactions such as IPOs and M&A[11] Financial Performance and Metrics (Q2 2025 TTM) - Software sales reached $341 million, expected to grow at a double-digit rate annually[14] - The company's revenue mix is shifting towards high-margin software solutions, offsetting declining low-margin print & distribution[14] - Adjusted EBITDA reached $219.4 million, resulting in an attractive valuation with EV / Q2 2025 TTM EBITDA at 9.1x[25, 27] - Free Cash Flow was $109.3 million, leading to a Free Cash Flow multiple of 16.8x[25] - Net debt stood at $156.3 million, resulting in a net leverage ratio of 0.7x[21, 24] Segment Performance (Q2 2025 TTM) - Capital Markets segment net sales totaled $509 million, with $214 million from Software Solutions and $294 million from Compliance & Communications Management[12] - Investment Companies segment net sales were $247 million, comprising $126 million from Software Solutions and $120 million from Compliance & Communications Management[12] - Capital Markets EBITDA was $170 million with a 33% margin, while Investment Companies EBITDA was $87 million with a 35% margin[12] Capital Allocation and Shareholder Focus - The company repurchased approximately 787,000 shares of common stock during Q2 2025 for $34.3 million, at an average price of $43.56 per share[63] - A new stock repurchase program of up to $150 million was authorized, expiring December 31, 2026[50, 63]

Financial Data and Key Metrics Changes - The company reported net sales of $201.1 million for Q1 2025, a decrease of $2.3 million or 1.1% from Q1 2024 [19] - Adjusted EBITDA was $68.2 million, an increase of $13 million or 23.6% year-over-year, with an adjusted EBITDA margin of 33.9%, up approximately 680 basis points from the previous year [21][19] - Adjusted non-GAAP gross margin was 63.7%, approximately 310 basis points higher than Q1 2024, driven by a favorable sales mix and cost control initiatives [20] Business Line Data and Key Metrics Changes - Software Solutions net sales represented 42.1% of total net sales, an increase of approximately 260 basis points year-over-year [7] - ActiveDisclosure sales grew approximately 11% year-over-year, while Venue sales declined by approximately 9% [22] - The Investment Company Software Solutions segment saw net sales increase by 20.2% year-over-year, primarily driven by tailored shareholder report solutions [26] Market Data and Key Metrics Changes - Capital Markets Compliance revenue decreased by $7.8 million year-over-year, primarily due to the exit from low-margin proxy statement activities [25] - The global equity deal market showed modest recovery in January and February but faced increased volatility in March, impacting overall deal activity [25] - Approximately 75% of the company's revenue is based on recurring sources, providing stability during market volatility [14] Company Strategy and Development Direction - The company aims to derive approximately 60% of total net sales from Software Solutions by 2028, focusing on becoming a software-centric company [8] - Continued investment in software offerings and technologies, including automation and AI-driven tools, is a priority to support growth and operational efficiency [12] - The company is committed to maintaining a disciplined approach to capital allocation, including share repurchases and organic investments [32] Management's Comments on Operating Environment and Future Outlook - Management acknowledged uncertainty in the global operating environment but expressed confidence in the company's strong balance sheet and liquidity to execute its strategy [16] - The company does not anticipate significant operational impacts from recent tariffs due to its predominantly U.S.-based operations [13] - Future growth is expected to be supported by latent demand for transactions and a favorable regulatory landscape, although market volatility must subside for this to materialize [36] Other Important Information - The company amended and extended its credit agreement, providing for a $115 million Term Loan A and extending the maturity of a $300 million revolving credit facility [17] - Free cash flow for the quarter was negative $51 million, primarily due to unfavorable working capital timing [30] - The company repurchased approximately 861,000 shares for $41.8 million during the first quarter, with additional repurchases in April [31] Q&A Session Summary Question: What drove the higher margins and revenue performance? - Management attributed the higher margins to incremental cost reduction actions and higher capital markets transactional sales, which exceeded guidance [38][39] Question: Can you provide more detail on Q2 segment-level guidance? - Management expects ActiveDisclosure to continue performing well, while Venue will face tough comparisons. Compliance revenue is expected to decline modestly [42][43] Question: How has the active disclosure side performed in terms of market share? - Management noted continued progress in client growth and revenue retention, with a strong market position in active disclosure services [54][60] Question: What is the outlook for share repurchases? - Management indicated a consistent approach to being more aggressive at lower prices while maintaining share repurchases as a priority in capital deployment [79][82]